Records of directors' meetings

The Companies Act requires a company to keep records of its directors' meetings. The responsibility for these records rests with the company's Board of Directors.

The Act requires every company to keep minutes of all proceedings at directors meetings for at least ten years from the date of the meeting. Failure to do so is an offence.

If the minutes are approved by the chairman they are evidence (Scotland, sufficient evidence) of the matters discussed and decided at the meeting. Therefore until proved to the contrary, the meeting is deemed duly convened and held; all proceedings are deemed to have duly taken place and all appointments at the meeting are deemed valid.

While it has been assumed by the law that attendees at meetings have previously attended in person, common practice has permitted directors to 'attend' by telephone or videoconference. The Act now allows for attendance by telephone or video conference where unable to attend personally. Normal notice of meeting and minutes should be prepared and authenticated.